2014-006 - Approving an Economic Incentive Agreement between the Paris Economic Development Corporation and Campbell Soup Supply Company, LLC

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5. Fail to comply with all terms and conditions of this Agreement; or 6. Make any false representations or warranties to Paris EDC to induce this economic incentive agreement. B. Remedies - Upon the occurrence of any of the above Events of Default which shall remain uncured for thirty (30) days after written notice from Paris EDC to Campbell Soup describing the default, Paris EDC shall have the right to: 1. Suspend and refuse to pay to Campbell Soup any unfunded portions of the Economic Incentives referenced in this Agreement. 2. Sue for reimbursement and /or repayment of all Economic Incentive payments paid by Paris EDC to Campbell Soup pursuant to this Agreement, plus interest, costs and attorney's fees. 3. Suspend as of the tax year in which the Event of Default occurs, all tax abatements granted to Campbell Soup which are still in force and effect, so that Campbell Soup will be required to pay ad valorem taxes at the market value of the improvements with respect to which taxes have been abated for the year in which the Event of Default occurs and all future years. C. Dispute Mediation: Notwithstanding the foregoing provisions to the contrary, the parties hereto agree to mediate any disputes they have against one another before filing a lawsuit. The parties will attempt to agree on a professional attorney /mediator based in or willing to conduct the mediation in Paris, Texas, but if this is not possible, the parties will engage an attorney /mediator from another city located within one hundred thirty (130) miles from the City of Paris, Texas. Each party agrees to mediate in good faith to attempt to resolve any dispute hereunder, to pay an undivided one -half of the mediation costs, and each party's own attorneys fees; and to bring an authorized representative of the party to the mediation having settlement authority; provided, however, that any settlement which requires payment to be made by Paris EDC is subject to formal approval of the payment at the next available meeting of the Board of Directors of Paris EDC. IV. ADDITIONAL REPRESENTATIONS AND WARRANTIES: Campbell Soup hereby represents and warrants to Paris EDC that the following representations are true and correct as of the date of execution hereof and will continue to be true and correct throughout the term of this Agreement: A. Campbell Soup is duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business in the State of Texas, as a foreign limited liability company, and has all corporate power and authority to carry on its business as presently conducted in Texas. B. Campbell Soup warrants and represents that it has the authority to enter into and to perform this Agreement, and that the person signing this Agreement on behalf of Campbell Soup is duly authorized to do so by the members of Campbell Soup Supply Company, LLC and by any authority needed by its parent corporation or by other